##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

---

(Mark One)

|    |  |                                                                                          
|--- |  | -----------------------------------------------------------------------------------------
|[X] |  | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. 
|    |  | For the quarterly period ended June 30, 2002.                                            
|    |  | or                                                                                       
|[_] |  | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Commission File Number: 000-24799

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THE CORPORATE EXECUTIVE BOARD COMPANY
(Exact name of registrant as specified in its charter)

|                                         |  |                       
|---------------------------------------- |  | ----------------------
|Delaware                                 |  | 52-2056410            
|(State or other jurisdiction of          |  | (I.R.S. Employer      
|incorporation or organization)           |  | Identification Number)
|                                         |  |                       
|2000 Pennsylvania Avenue, NW             |  |                       
|Suite 6000                               |  |                       
|Washington, DC                           |  | 20006                 
|(Address of principal executive offices) |  | (Zip Code)            

(202) 777-5000

(Registrants telephone number, including area code)

Not applicable.
(Former name, former address and former fiscal year, if changed, since last report.)

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes [X] No [_]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practicable date.

As of August 9, 2002, we had outstanding 37,115,672 shares of Common Stock, par
value $0.01 per share and had outstanding no shares of Preferred Stock, par
value $0.01 per share.





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##### 



THE CORPORATE EXECUTIVE BOARD COMPANY
INDEX TO FORM 10-Q

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|PART I. FINANCIAL INFORMATION                                |  |   
|------------------------------------------------------------ |  | --
|                                                             |  |   
|ITEM 1. Financial
Statements.                                |  |   
|                                                             |  |   
|Condensed Balance Sheets at June 30, 2002 and                |  |   
|December 31, 2001                                            |  | 3 
|                                                             |  |   
|Condensed Statements of Income for the Three and             |  |   
|Six Months Ended June 30, 2002 and 2001                      |  | 4 
|                                                             |  |   
|Condensed Statements of Cash Flows for the Six               |  |   
|Months Ended June 30, 2002 and 2001                          |  | 5 
|                                                             |  |   
|Notes to Condensed Financial Statements                      |  | 6 
|                                                             |  |   
|ITEM 2.
Managements Discussion and Analysis of Financial    |  |   
|Condition and Results of Operations.                         |  | 8 
|                                                             |  |   
|ITEM 3.
Quantitative and Qualitative Disclosures About       |  |   
|Market Risk.                                                 |  | 13
|                                                             |  |   
|PART II. OTHER INFORMATION                                   |  |   
|                                                             |  |   
|ITEM 1. Legal
Proceedings.                                   |  | 14
|                                                             |  |   
|ITEM 2. Changes
in Securities.                               |  | 14
|                                                             |  |   
|ITEM 3. Defaults
Upon Senior Securities and Use of Proceeds. |  | 14
|                                                             |  |   
|ITEM 4.
Submission of Matters to a Vote of Security Holders. |  | 14
|                                                             |  |   
|ITEM 5. Other
Information.                                   |  | 14
|                                                             |  |   
|ITEM 6. Exhibits
and Reports on Form 8-K.                    |  | 14

2



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##### 



|PART I. FINANCIAL INFORMATION |  | 
|----------------------------- |  | 
|                              |  | 
|ITEM 1. Financial Statements  |  | 

THE CORPORATE EXECUTIVE BOARD COMPANY

|                                           |                                                                                                                                                                                   |                                      |         |         |               |   |                   |        |         |  | 
|------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------ | ------- | ------- | ------------- | - | ----------------- | ------ | ------- |  | 
|                                           |                                                                                                                                                                                   |                                      |         |         | June 30, 2002 |   | December 31, 2001
|                                           |                                                                                                                                                                                   |                                      |         |         |               |   |                  
|                                           |                                                                                                                                                                                   |                                      |         |         | (Unaudited)   |   |                   |        |        
|                                           |                                                                                                                                                                                   |                                      | Assets  |         |               |   |                   |        |         |  | 
|Current assets:                            |                                                                                                                                                                                   |                                      |         |         |               |   |                   |       
|                                           | Cash and cash equivalents                                                                                                                                                         |                                      | $       | 24,023  |               |   | $                 | 48,271 |        
|                                           | Marketable securities                                                                                                                                                             |                                      |         | 15,153  |               |   |                   | 35,735 |        
|                                           | Membership fees receivable, net                                                                                                                                                   |                                      |         | 24,693  |               |   |                   | 42,011 |        
|                                           | Deferred income taxes, net                                                                                                                                                        |                                      |         | 23,792  |               |   |                   | 19,881 |        
|                                           | Deferred incentive compensation                                                                                                                                                   |                                      |         | 3,379   |               |   |                   | 4,216  |        
|                                           | Prepaid expenses and other current assets                                                                                                                                         |                                      |         | 3,431   |               |   |                   | 3,042  |        
|                                           |                                                                                                                                                                                   |                                      |         |         |               |   |                   |       
|                                           |                                                                                                                                                                                   | Total current assets                 |         |         | 94,471        |   |                   |        | 153,156 | 
|                                           |                                                                                                                                                                                   |                                      |         |         |               |   |                   |       
|Deferred income taxes, net                 |                                                                                                                                                                                   |                                      | 47,542  |         |               |   | 38,639            |       
|Marketable securities                      |                                                                                                                                                                                   |                                      | 137,214 |         |               |   | 48,463            |       
|Property and equipment, net                |                                                                                                                                                                                   |                                      | 16,546  |         |               |   | 17,260            |       
|                                           |                                                                                                                                                                                   |                                      |         |         |               |   |                   |       
|                                           |                                                                                                                                                                                   | Total assets                         |         | $       | 295,773       |   |                   | $      | 257,518 | 
|                                           |                                                                                                                                                                                   |                                      |         |         |               |   |                   |       
|                                           |                                                                                                                                                                                   | Liabilities and Stockholders equity |         |         |               |   |                   |        |         | 
|Current liabilities:                       |                                                                                                                                                                                   |                                      |         |         |               |   |                   |       
|                                           | Accounts payable and accrued liabilities                                                                                                                                          |                                      | $       | 9,855   |               |   | $                 | 10,683 |        
|                                           | Accrued incentive compensation                                                                                                                                                    |                                      |         | 5,904   |               |   |                   | 6,387  |        
|                                           | Deferred revenues                                                                                                                                                                 |                                      |         | 84,801  |               |   |                   | 94,683 |        
|                                           |                                                                                                                                                                                   |                                      |         |         |               |   |                   |       
|                                           |                                                                                                                                                                                   | Total current liabilities            |         |         | 100,560       |   |                   |        | 111,753 | 
|                                           |                                                                                                                                                                                   |                                      |         |         |               |   |                   |       
|Other liabilities                          |                                                                                                                                                                                   |                                      | 2,379   |         |               |   | 1,781             |       
|                                           |                                                                                                                                                                                   |                                      |         |         |               |   |                   |       
|                                           |                                                                                                                                                                                   | Total liabilities                    |         |         | 102,939       |   |                   |        | 113,534 | 
|                                           |                                                                                                                                                                                   |                                      |         |         |               |   |                   |       
|Stockholders equity:                      |                                                                                                                                                                                   |                                      |         |         |               |   |                   |       
|                                           | Preferred stock, par value $0.01; 5,000,000 shares
authorized, no shares issued and outstanding                                                                                   |                                      |         |         |               |   |                   |        |        
|                                           | Common stock, par value $0.01; 100,000,000 shares
authorized and 37,106,370 and 34,898,060 shares
issued and outstanding as of June 30, 2002, and
December 31, 2001, respectively |                                      |         | 371     |               |   |                   | 349    |        
|                                           | Additional paid-in capital                                                                                                                                                        |                                      |         | 128,324 |               |   |                   | 94,221 |        
|                                           | Retained earnings                                                                                                                                                                 |                                      |         | 61,763  |               |   |                   | 48,243 |        
|                                           | Accumulated elements of comprehensive income                                                                                                                                      |                                      |         | 2,376   |               |   |                   | 1,171  |        
|                                           |                                                                                                                                                                                   |                                      |         |         |               |   |                   |       
|                                           |                                                                                                                                                                                   | Total stockholders equity           |         |         | 192,834       |   |                   |        | 143,984 | 
|                                           |                                                                                                                                                                                   |                                      |         |         |               |   |                   |       
|Total liabilities and stockholders equity |                                                                                                                                                                                   | $                                    | 295,773 |         |               | $ | 257,518           |       
|                                           |                                                                                                                                                                                   |                                      |         |         |               |   |                   |       

See accompanying notes to condensed financial statements.

3



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##### 



THE CORPORATE EXECUTIVE BOARD COMPANY

|                                                                       |                                   |   |        |                             |  |                           |        |        |  |      |        |        |  |   |        |        |  | 
|---------------------------------------------------------------------- | --------------------------------- | - | ------ | --------------------------- |  | ------------------------- | ------ | ------ |  | ---- | ------ | ------ |  | - | ------ | ------ |  | 
|                                                                       |                                   |   |        | Three months ended June 30, |  | Six months ended June 30,
|                                                                       |                                   |   |        |                             |  |                          
|                                                                       |                                   |   |        | 2002                        |  | 2001                      |        | 2002   |  | 2001
|                                                                       |                                   |   |        |                             |  |                           |        |        |  |     
|Revenues                                                               |                                   | $ | 39,547 |                             |  | $                         | 31,124 |        |  | $    | 76,570 |        |  | $ | 60,339 |       
|                                                                       | Cost of services                  |   |        | 13,016                      |  |                           |        | 10,909 |  |      |        | 26,533 |  |   |        | 22,152 | 
|                                                                       |                                   |   |        |                             |  |                           |        |        |  |      |        |        |  |   |        |       
|Gross profit                                                           |                                   |   | 26,531 |                             |  |                           | 20,215 |        |  |      | 50,037 |        |  |   | 38,187 |       
|                                                                       |                                   |   |        |                             |  |                           |        |        |  |      |        |        |  |   |        |       
|Costs and expenses:                                                    |                                   |   |        |                             |  |                           |        |        |  |      |        |        |  |   |        |       
|                                                                       | Member relations and marketing    |   |        | 9,866                       |  |                           |        | 7,432  |  |      |        | 18,974 |  |   |        | 13,922 | 
|                                                                       | General and administrative        |   |        | 4,606                       |  |                           |        | 4,015  |  |      |        | 8,827  |  |   |        | 7,896  | 
|                                                                       | Depreciation                      |   |        | 1,385                       |  |                           |        | 1,002  |  |      |        | 2,589  |  |   |        | 1,923  | 
|                                                                       | Stock option and related expenses |   |        | 45                          |  |                           |        | 160    |  |      |        | 668    |  |   |        | 1,258  | 
|                                                                       |                                   |   |        |                             |  |                           |        |        |  |      |        |        |  |   |        |       
|                                                                       | Total costs and expenses          |   |        | 15,902                      |  |                           |        | 12,609 |  |      |        | 31,058 |  |   |        | 24,999 | 
|                                                                       |                                   |   |        |                             |  |                           |        |        |  |      |        |        |  |   |        |       
|Income from operations                                                 |                                   |   | 10,629 |                             |  |                           | 7,606  |        |  |      | 18,979 |        |  |   | 13,188 |       
|Other income, net                                                      |                                   |   | 1,612  |                             |  |                           | 1,124  |        |  |      | 2,829  |        |  |   | 2,102  |       
|                                                                       |                                   |   |        |                             |  |                           |        |        |  |      |        |        |  |   |        |       
|Income before provision for income taxes                               |                                   |   | 12,241 |                             |  |                           | 8,730  |        |  |      | 21,808 |        |  |   | 15,290 |       
|Provision for income taxes                                             |                                   |   | 4,652  |                             |  |                           | 3,317  |        |  |      | 8,288  |        |  |   | 5,810  |       
|                                                                       |                                   |   |        |                             |  |                           |        |        |  |      |        |        |  |   |        |       
|Net income                                                             |                                   | $ | 7,589  |                             |  | $                         | 5,413  |        |  | $    | 13,520 |        |  | $ | 9,480  |       
|                                                                       |                                   |   |        |                             |  |                           |        |        |  |      |        |        |  |   |        |       
|Earnings per share:                                                    |                                   |   |        |                             |  |                           |        |        |  |      |        |        |  |   |        |       
|                                                                       | Basic                             |   | $      | 0.20                        |  |                           | $      | 0.16   |  |      | $      | 0.37   |  |   | $      | 0.29   | 
|                                                                       | Diluted                           |   | $      | 0.20                        |  |                           | $      | 0.15   |  |      | $      | 0.36   |  |   | $      | 0.26   | 
|Weighted average shares used in the
calculation of earnings per share: |                                   |   |        |                             |  |                           |        |        |  |      |        |        |  |   |        |       
|                                                                       | Basic                             |   |        | 37,042                      |  |                           |        | 34,557 |  |      |        | 36,292 |  |   |        | 33,200 | 
|                                                                       | Diluted                           |   |        | 38,104                      |  |                           |        | 36,720 |  |      |        | 37,611 |  |   |        | 36,081 | 

See accompanying notes to condensed financial statements.

4



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##### 



THE CORPORATE EXECUTIVE BOARD COMPANY

|                                                                                        |                                                                                   |                                                     |                                                 |         |                           |         |        |         |        |         |  
|--------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------- | --------------------------------------------------- | ----------------------------------------------- | ------- | ------------------------- | ------- | ------ | ------- | ------ | ------- | -
|                                                                                        |                                                                                   |                                                     |                                                 |         | Six months ended June 30,
|                                                                                        |                                                                                   |                                                     |                                                 |         |                          
|                                                                                        |                                                                                   |                                                     |                                                 |         | 2002                      |         | 2001  
|                                                                                        |                                                                                   |                                                     |                                                 |         |                           |         |       
|Cash flows from operating activities:                                                   |                                                                                   |                                                     |                                                 |         |                           |         |        |        
|Net income                                                                              |                                                                                   | $                                                   | 13,520                                          |         |                           | $       | 9,480  |        
|Adjustments to reconcile net income to net cash
flows provided by operating activities: |                                                                                   |                                                     |                                                 |         |                           |         |        |        
|                                                                                        |                                                                                   | Depreciation                                        |                                                 |         | 2,589                     |         |        |         | 1,923  |        
|                                                                                        |                                                                                   | Deferred income taxes                               |                                                 |         | 8,288                     |         |        |         | 5,810  |        
|                                                                                        |                                                                                   | Stock option repurchases                            |                                                 |         |                          |         |        |         | (3,140 | )      
|                                                                                        |                                                                                   | Stock option and related expenses                   |                                                 |         |                          |         |        |         | 186    |        
|                                                                                        |                                                                                   | Amortization of marketable securities premiums, net |                                                 |         | 638                       |         |        |         | 429    |        
|                                                                                        |                                                                                   | Changes in operating assets and liabilities:        |                                                 |         |                           |         |        |         |        |        
|                                                                                        |                                                                                   |                                                     | Membership fees receivable, net                 |         |                           | 17,318  |        |         |        | 13,932  |  
|                                                                                        |                                                                                   |                                                     | Deferred incentive compensation                 |         |                           | 837     |        |         |        | 244     |  
|                                                                                        |                                                                                   |                                                     | Prepaid expenses and other current assets       |         |                           | (389    | )      |         |        | 276     |  
|                                                                                        |                                                                                   |                                                     | Accounts payable and accrued liabilities        |         |                           | (956    | )      |         |        | 1,805   |  
|                                                                                        |                                                                                   |                                                     | Accrued incentive compensation                  |         |                           | (483    | )      |         |        | (1,207  | )
|                                                                                        |                                                                                   |                                                     | Deferred revenues                               |         |                           | (9,882  | )      |         |        | (5,111  | )
|                                                                                        |                                                                                   |                                                     | Other liabilities                               |         |                           | 598     |        |         |        | 263     |  
|                                                                                        |                                                                                   |                                                     |                                                 |         |                           |         |        |        
|                                                                                        |                                                                                   |                                                     | Net cash flows provided by operating activities |         |                           | 32,078  |        |         |        | 24,890  |  
|                                                                                        |                                                                                   |                                                     |                                                 |         |                           |         |        |        
|Cash flows from investing activities:                                                   |                                                                                   |                                                     |                                                 |         |                           |         |        |        
|                                                                                        | Purchases of property and equipment, net                                          |                                                     |                                                 | (1,875  | )                         |         |        | (4,063  | )     
|                                                                                        | Purchases of marketable securities, net                                           |                                                     |                                                 | (66,864 | )                         |         |        | (36,648 | )     
|                                                                                        |                                                                                   |                                                     |                                                 |         |                           |         |        |        
|                                                                                        |                                                                                   |                                                     | Net cash flows used in investing activities     |         |                           | (68,739 | )      |         |        | (40,711 | )
|                                                                                        |                                                                                   |                                                     |                                                 |         |                           |         |        |        
|Cash flows from financing activities:                                                   |                                                                                   |                                                     |                                                 |         |                           |         |        |        
|                                                                                        | Proceeds from the exercise of common stock options                                |                                                     |                                                 | 11,960  |                           |         |        | 12,287  |       
|                                                                                        | Proceeds from the issuance of common stock under the
employee stock purchase plan |                                                     |                                                 | 325     |                           |         |        | 371     |       
|                                                                                        | Reimbursement of common stock offering costs                                      |                                                     |                                                 | 300     |                           |         |        | 375     |       
|                                                                                        | Payment of common stock offering costs                                            |                                                     |                                                 | (172    | )                         |         |        | (375    | )     
|                                                                                        |                                                                                   |                                                     |                                                 |         |                           |         |        |        
|                                                                                        |                                                                                   |                                                     | Net cash flows provided by financing activities |         |                           | 12,413  |        |         |        | 12,658  |  
|                                                                                        |                                                                                   |                                                     |                                                 |         |                           |         |        |        
|Net decrease in cash and cash equivalents                                               |                                                                                   |                                                     | (24,248                                         | )       |                           |         | (3,163 | )      
|Cash and cash equivalents, beginning of period                                          |                                                                                   |                                                     | 48,271                                          |         |                           |         | 19,493 |        
|                                                                                        |                                                                                   |                                                     |                                                 |         |                           |         |        |        
|Cash and cash equivalents, end of period                                                |                                                                                   | $                                                   | 24,023                                          |         |                           | $       | 16,330 |        
|                                                                                        |                                                                                   |                                                     |                                                 |         |                           |         |        |        

See accompanying notes to condensed financial statements.

5



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##### 



THE CORPORATE EXECUTIVE BOARD COMPANY
NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 1  Description of operations

We provide best practices research and quantitative analysis focusing on
corporate strategy, operations and general management issues. Best practices
research supports senior executive decision making by identifying and analyzing
specific management initiatives, processes and strategies that have been
determined to produce the best results in solving common business problems or
challenges. For a fixed, annual fee, members of each of our research programs
have access to an integrated set of services, including best practices research
studies, executive education seminars, customized research briefs and web-based
access to the programs content database and decision support tools.

Note 2  Condensed financial statements

The accompanying condensed unaudited financial statements included herein
have been prepared by us in accordance with accounting principles generally
accepted in the United States for interim financial information and pursuant to
the rules and regulations of the Securities and Exchange Commission (SEC) for
reporting on Form 10-Q. Accordingly, certain information and footnote
disclosures required for complete financial statements are not included herein.
It is recommended that these condensed financial statements be read in
conjunction with the financial statements and related notes as reported on our
Form 10-K filed with the SEC in February 2002.

In the opinion of management, all adjustments, consisting of normal
recurring adjustments, considered necessary for a fair presentation of the
condensed financial position, results of operations, and cash flows at the
dates and for the periods presented have been included. The condensed balance
sheet presented as of December 31, 2001 has been derived from the financial
statements that have been audited by our former independent public accountants.
The results of operations for the three and six months ended June 30, 2002, may
not be indicative of the results that may be expected for the year ending
December 31, 2002, or any other period within calendar year 2002.

Note 3  Public offerings of common stock

In March 2002 and March and April 2001, certain of our shareholders sold
2,100,000 and 3,035,000 shares of our common stock in registered public
offerings. We did not directly receive any proceeds from the sale of our
common stock pursuant to these registered public offerings. However, we did
receive cash from the exercise of common stock options in conjunction with the
registered public offerings. In addition, we recognized $623,000 and $1.0
million in compensation expense reflecting additional Federal Insurance
Corporation Act (FICA) taxes as a result of the taxable income that the
employees recognized upon the exercise of non-qualified common stock options in
conjunction with the registered public offerings in March 2002 and March and
April 2001, respectively. The additional FICA taxes are included within Stock
option and related expenses on the condensed statements of income for the six
months ended June 30, 2002.

Note 4  Earnings per share

Basic earnings per share was computed by dividing net income by the number
of basic weighted average common shares outstanding during the period. Diluted
earnings per share was computed by dividing net income by the number of diluted
weighted average common shares outstanding during the period. The number of
weighted average common share equivalents outstanding has been determined in
accordance with the treasury-stock method. Common share equivalents consist of
common shares issuable upon the exercise of outstanding common stock options. A
reconciliation of basic to diluted weighted average common shares outstanding
is as follows:

|                                                      |  |                |            |                |  |      |            |      |  |  |            |  |  |  |            | 
|----------------------------------------------------- |  | -------------- | ---------- | -------------- |  | ---- | ---------- | ---- |  |  | ---------- |  |  |  | ---------- | 
|                                                      |  | Three months   |            | Six months    
|                                                      |  | ended June 30, |            | ended June 30,
|                                                      |  |                |            |               
|                                                      |  | 2002           |            | 2001           |  | 2002 |            | 2001
|                                                      |  |                |            |                |  |      |            |     
|Basic weighted average common shares outstanding      |  |                | 37,041,743 |                |  |      | 34,557,320 |      |  |  | 36,292,459 |  |  |  | 33,199,950 | 
|Weighted average common share equivalents outstanding |  |                | 1,062,054  |                |  |      | 2,162,380  |      |  |  | 1,318,981  |  |  |  | 2,881,103  | 
|                                                      |  |                |            |                |  |      |            |      |  |  |            |  |  |  |            | 
|                                                      |  |                | 38,103,797 |                |  |      | 36,719,700 |      |  |  | 37,611,440 |  |  |  | 36,081,053 | 
|                                                      |  |                |            |                |  |      |            |      |  |  |            |  |  |  |            | 

6



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##### 



Note 5- Comprehensive income (loss)

Comprehensive income (loss) is defined as net income (loss) plus the
net-of-tax impact of foreign currency items, minimum pension liability
adjustments, and unrealized gains and losses on certain investments in debt and
equity securities. Comprehensive income for the three months ended June 30,
2002 and 2001, was $9.5 million and $5.3 million, respectively. Comprehensive
income for the six months ended June 30, 2002 and 2001, was $14.7 million and
$9.9 million, respectively. The accumulated elements of comprehensive income,
net of tax, included within stockholders equity on the condensed balance sheets are
comprised solely of the change in unrealized gains (losses) on
available-for-sale marketable securities.

Note 6  Deferred income taxes, net

For tax purposes, we have deferred income taxes, net, consisting primarily
of net operating loss (NOL) carry forwards for regular Federal and state income
tax purposes generated from the exercise of common stock options. In estimating
future tax consequences, Statement of Financial Accounting Standards No. 109,
Accounting for Income Taxes(SFAS 109) generally considers all expected future
events in the determination and evaluation of deferred tax assets and
liabilities. The Company believes that its future taxable income
will be sufficient for the full realization of the deferred income taxes, net.
However, SFAS No. 109 does not consider the effect of future
changes in existing tax laws or rates in the determination and evaluation of
deferred tax assets and liabilities until the new tax laws or rates are
enacted. We have established our deferred income tax assets and liabilities
using currently enacted tax law and rates. We will recognize into income an
adjustment for the impact of new tax laws or rates on the existing deferred tax
assets and liabilities when new tax laws or rates are enacted.

Note 7  Supplemental cash flows disclosures

For the six months ended June 30, 2002 and 2001, we recognized $21.8
million and $40.0 million, respectively, in stockholders equity for tax
deductions associated with the exercise of non-qualified common stock options.
Estimated current income tax payments for the six months ended June 30, 2002
and 2001, have been reduced by the consideration of the tax deductions
associated with the exercise of non-qualified common stock options.

Note 8  Condensed financial statement reclassifications

Certain amounts in the condensed financial statements as of and for the
three and six month periods ended June 30, 2001, have been reclassified to conform to
the presentation in the condensed financial statements as of and for the
three and six month periods ended June 30, 2002.

7



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##### 



ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.

This Quarterly Report on Form 10-Q of The Corporate Executive Board
Company contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are based on our
current plans and expectations and involve risks and uncertainties that could
cause actual future activities and results of operations to be materially
different from those set forth in the forward-looking statements. Factors that
could cause actual results to differ materially from those indicated by
forward-looking statements include, among others, our dependence on renewals of
our membership-based services, our inability to know in advance if new products
will be successful, difficulties we may experience in anticipating market
trends, our need to attract and retain a significant number of highly skilled
employees, restrictions on selling our products and services to the health care
industry, continued consolidation in the financial institution industry which
may adversely impact our business, fluctuations in operating results, our
potential inability to protect our intellectual property rights, our potential
exposure to litigation related content, our potential exposure to loss of
revenue resulting from our unconditional service guarantee, various factors
that could affect the estimated income tax rate, our ability to use our
existing deferred tax assets, and possible volatility of stock price. We
undertake no obligation to update publicly any forward-looking statements,
whether as a result of new information, future events, or otherwise.

Overview

We provide best practices research and quantitative analysis focusing on
corporate strategy, operations and general management issues. Best practices
research supports senior executive decision making by identifying and analyzing
specific management initiatives, processes and strategies that have been
determined to produce the best results in solving common business problems or
challenges. For a fixed, annual fee, members of each of our research programs
have access to an integrated set of services, including best practices research
studies, executive education seminars, customized research briefs and web-based
access to the programs content database and decision support tools.

Membership subscriptions, which are principally annually renewable
agreements, are generally payable by members at the beginning of the contract
term. Billings attributable to memberships in our research programs initially
are recorded as deferred revenues and then recognized pro rata over the
membership contract term. At any time, a member may request a refund of their
membership fee for a research program, which is provided on a pro rata basis
relative to the remaining term of the membership.

One measure of our business is its annualized Contract Value, which we
calculate as the aggregate annualized revenue attributed to all agreements in
effect at a given point in time, without regard to the remaining duration of
any such agreement. Our experience has been that a substantial portion of
members renew subscriptions for an equal or higher level each year. Contract
value has increased 27.7% to $152.2 million at June 30, 2002, from $119.2
million at June 30, 2001.

Our operating costs and expenses consist of cost of services, member
relations and marketing, general and administrative expenses, depreciation, and
stock option and related expenses. Cost of services represents the costs
associated with the production and delivery of our products and services,
including compensation of research personnel and in-house faculty, the
production of published materials, the organization of member meetings and all
associated support services. Member relations and marketing expenses include
the costs of acquiring new members, the costs of maintaining and renewing
existing members, compensation expense (including sales commissions), travel
and all associated support services. General and administrative expenses
include the costs of human resources and recruiting, finance and accounting,
management information systems, facilities management, new product development
and other administrative functions. Stock option and related expenses includes
non-cash compensation expense related to certain stock option agreements in
existence at the time of the spin-off from The Advisory Board Company and
includes additional cash payroll taxes for compensation expense relating to the
taxable income recognized by employees upon the exercise of non-qualified
common stock options.

8



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##### 



Results of operations

The following table sets forth certain financial data as a percentage of
revenues for the periods indicated:

|                                         |  |      |       |                |  |  |  |      |  |  |       |   |  |                |  |  |  |  |       |      |  |  |  |  |  |  |       |   |  |  |  | 
|---------------------------------------- |  | ---- | ----- | -------------- |  |  |  | ---- |  |  | ----- | - |  | -------------- |  |  |  |  | ----- | ---- |  |  |  |  |  |  | ----- | - |  |  |  | 
|                                         |  |      |       | Three months   |  |  |  |      |  |  |       |   |  | Six months     |  |  |  | 
|                                         |  |      |       | ended June 30, |  |  |  |      |  |  |       |   |  | ended June 30, |  |  |  | 
|                                         |  |      |       |                |  |  |  |      |  |  |       |   |  |                |  |  |  | 
|                                         |  | 2002 |       |                |  |  |  | 2001 |  |  |       |   |  | 2002           |  |  |  |  |       | 2001 |  |  |  | 
|                                         |  |      |       |                |  |  |  |      |  |  |       |   |  |                |  |  |  |  |       |      |  |  |  | 
|Revenues                                 |  |      | 100.0 | %              |  |  |  |      |  |  | 100.0 | % |  |                |  |  |  |  | 100.0 | %    |  |  |  |  |  |  | 100.0 | % |  |  |  | 
|Cost of services                         |  |      | 32.9  |                |  |  |  |      |  |  | 35.1  |   |  |                |  |  |  |  | 34.7  |      |  |  |  |  |  |  | 36.7  |   |  |  |  | 
|                                         |  |      |       |                |  |  |  |      |  |  |       |   |  |                |  |  |  |  |       |      |  |  |  |  |  |  |       |   |  |  |  | 
|Gross profit                             |  |      | 67.1  |                |  |  |  |      |  |  | 64.9  |   |  |                |  |  |  |  | 65.3  |      |  |  |  |  |  |  | 63.3  |   |  |  |  | 
|                                         |  |      |       |                |  |  |  |      |  |  |       |   |  |                |  |  |  |  |       |      |  |  |  |  |  |  |       |   |  |  |  | 
|Costs and expenses:                      |  |      |       |                |  |  |  |      |  |  |       |   |  |                |  |  |  |  |       |      |  |  |  |  |  |  |       |   |  |  |  | 
|Member relations and marketing           |  |      | 24.9  |                |  |  |  |      |  |  | 23.9  |   |  |                |  |  |  |  | 24.8  |      |  |  |  |  |  |  | 23.1  |   |  |  |  | 
|General and administrative               |  |      | 11.6  |                |  |  |  |      |  |  | 12.9  |   |  |                |  |  |  |  | 11.5  |      |  |  |  |  |  |  | 13.1  |   |  |  |  | 
|Depreciation                             |  |      | 3.5   |                |  |  |  |      |  |  | 3.2   |   |  |                |  |  |  |  | 3.4   |      |  |  |  |  |  |  | 3.2   |   |  |  |  | 
|Stock option and related expenses        |  |      |      |                |  |  |  |      |  |  |      |   |  |                |  |  |  |  | 1.0   |      |  |  |  |  |  |  | 2.1   |   |  |  |  | 
|                                         |  |      |       |                |  |  |  |      |  |  |       |   |  |                |  |  |  |  |       |      |  |  |  |  |  |  |       |   |  |  |  | 
|Total costs and expenses                 |  |      | 40.2  |                |  |  |  |      |  |  | 40.5  |   |  |                |  |  |  |  | 40.6  |      |  |  |  |  |  |  | 41.4  |   |  |  |  | 
|                                         |  |      |       |                |  |  |  |      |  |  |       |   |  |                |  |  |  |  |       |      |  |  |  |  |  |  |       |   |  |  |  | 
|Income from operations                   |  |      | 26.9  |                |  |  |  |      |  |  | 24.4  |   |  |                |  |  |  |  | 24.8  |      |  |  |  |  |  |  | 21.9  |   |  |  |  | 
|Other income, net                        |  |      | 4.1   |                |  |  |  |      |  |  | 3.6   |   |  |                |  |  |  |  | 3.7   |      |  |  |  |  |  |  | 3.5   |   |  |  |  | 
|                                         |  |      |       |                |  |  |  |      |  |  |       |   |  |                |  |  |  |  |       |      |  |  |  |  |  |  |       |   |  |  |  | 
|Income before provision for income taxes |  |      | 31.0  |                |  |  |  |      |  |  | 28.0  |   |  |                |  |  |  |  | 28.5  |      |  |  |  |  |  |  | 25.3  |   |  |  |  | 
|Provision for income taxes               |  |      | 11.8  |                |  |  |  |      |  |  | 10.7  |   |  |                |  |  |  |  | 10.8  |      |  |  |  |  |  |  | 9.6   |   |  |  |  | 
|                                         |  |      |       |                |  |  |  |      |  |  |       |   |  |                |  |  |  |  |       |      |  |  |  |  |  |  |       |   |  |  |  | 
|Net income                               |  |      | 19.2  | %              |  |  |  |      |  |  | 17.4  | % |  |                |  |  |  |  | 17.7  | %    |  |  |  |  |  |  | 15.7  | % |  |  |  | 
|                                         |  |      |       |                |  |  |  |      |  |  |       |   |  |                |  |  |  |  |       |      |  |  |  |  |  |  |       |   |  |  |  | 

Three months and six months ended June 30, 2002 and June 30, 2001

Revenues.Total revenues increased 27.1% to $39.5 million for the three
months ended June 30, 2002, from $31.1 million for the three months ended June
30, 2001. Total revenues increased 26.9% to $76.6 million for the six months
ended June 30, 2002, from $60.3 million for the six months ended June 30, 2001.
The increase in revenues was attributable primarily to cross-selling additional
subscriptions to existing members, adding new members, price increases, and the
introduction of new research programs.

Cost of services.Cost of services increased 19.3% to $13.0 million for
the three months ended June 30, 2002, from $10.9 million for the three months
ended June 30, 2001. Cost of services increased 19.8% to $26.5 million for the
six months ended June 30, 2002, from $22.2 million for the six months ended
June 30, 2001. The increase in cost of services was principally due to
increased research staffing and related compensation costs to support new
subscription programs and an increase in short answer research and executive
education services staffing to serve the growing membership base. Cost of
services as a percentage of revenues decreased to 32.9% for the three months
ended June 30, 2002, from 35.1% for the three months ended June 30, 2001. Cost
of services as a percentage of revenues decreased to 34.7% for the six months
ended June 30, 2002, from 36.7% for the six months ended June 30, 2001. The
decrease in cost of services as a percentage of total revenues is attributable
to the timing of executive education seminars, the timing of the completion and
delivery of best practices research studies and the fixed nature of a portion
of the production costs of best practices research studies, as these costs are
not significantly affected by growth in the number of subscription memberships.

Gross profit trend.Historically, the gross profit margin (gross profit as
a percentage of total revenues) has fluctuated based upon the growth in
revenues offset by the costs of delivering best practices research studies, the
timing of executive education seminars, the volume of customized research
briefs and the hiring of personnel. Accordingly, the gross profit margin for
the three and six months ended June 30, 2002, may not be indicative of future
results.

9



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Member relations and marketing. Member relations and marketing costs
increased 32.8% to $9.9 million for the three months ended June 30, 2002 from
$7.4 million for the three months ended June 30, 2001. Member relations and
marketing costs increased 36.3% to $19.0 million for the six months ended June
30, 2002 from $13.9 million for the six months ended June 30, 2001. The
increase in member relations and marketing costs is primarily due to the
increase in sales staff and related costs, the increase in commission expense
associated with increased revenues, and the increase in member relations
personnel and related costs to support our expanding membership base. Member
relations and marketing costs as a percentage of total revenues has increased
to 24.9% for the three months ended June 30, 2002, from 23.9% for the three
months ended June 30, 2001. Member relations and marketing costs as a
percentage of total revenues has increased to 24.8% for the six months ended
June 30, 2002, from 23.1% for the six months ended June 30, 2001. The increase
in member relations and marketing costs as a percentage of total revenues is
due to the addition of member relations and marketing personnel and
related costs to support our expanding membership base.

General and administrative.General and administrative expenses increased
14.7% to $4.6 million for the three months ended June 30, 2002, from $4.0
million for the three months ended June 30, 2001. General and administrative
expenses increased 11.8% to $8.8 million for the six months ended June 30,
2002, from $7.9 million for the six months ended June 30, 2001. The increase in
general and administrative expenses resulted principally from staffing
increases in general management, human resources and recruiting, finance and
accounting, management information systems, new business development and
facilities management to support our growth. These increases were offset by a
decrease in consulting and training expenses associated with prior year
investments in management information software and a decrease in costs
associated with our reduced use of external personnel search firms. Although
general and administrative expenses increased during the three and six months
ended June 30, 2002, as compared to 2001, general and administrative expenses
decreased as a percentage of total revenues in 2002 due to the fixed nature of
a portion of these costs, which are not significantly affected by growth in
revenues.

Depreciation.Depreciation expense increased 38.2% to $1.4 million for the
three months ended June 30, 2002, from $1.0 million for the three months ended
June 30, 2001. Depreciation expense increased 34.6% to $2.6 million for the six
months ended June 30, 2002, from $1.9 million for the six months ended June 30,
2001. The increase in depreciation expense was principally due to the
additional investment in leasehold improvements for additional office space in
Washington, D.C., and the purchase of computer equipment and software to
support organizational growth.

Stock option and related expenses.We recognized $45,000 and $160,000 in
compensation expense for the three months ended June 30, 2002 and 2001,
respectively, reflecting additional FICA taxes as a result of the taxable
income that the employees recognized upon the exercise of options to purchase
shares of common stock. We recognized $668,000 and $1.1 million in compensation
expense for the six months ended June 30, 2002 and 2001, respectively,
reflecting additional FICA taxes as a result of the taxable income that the
employees recognized upon the exercise of non-qualified common stock options,
primarily in conjunction with the sale of our common stock in the registered
public offerings in March 2002 and March and April 2001.

In addition, we recognized $93,000 and $186,000 for the three and six
months ended June 30, 2001, respectively, related to stock option agreements in
existence at the time of the spin-off from The Advisory Board Companys sole
stockholder. In connection with the spin-off, we executed substitution
agreements with each of our employees participating in The Advisory Board
Company stock option plan. These substitution agreements resulted in
compensation expense being recognized by us over the vesting period. After
2001, we will recognize no additional compensation expense related to these
substitution agreements.

Other income, net.Other income, net increased 43.4% to $1.6 million for
the three months ended June 30, 2002, from $1.1 million for the three months
ended June 30, 2001. Other income increased 34.6% to $2.8 million for the six
months ended June 30, 2002, from $2.1 million for the six months ended June 30,
2001. The growth in other income, net was due primarily to the increase in
interest income associated with the increased level of cash, cash equivalents
and marketable securities. Cash, cash equivalents and marketable securities
increased as a result of cash flows from operating activities and cash flows
from financing activities further discussed in the liquidity and capital
resources section below.

Provision for income taxes.We recorded a provision for income taxes of
$4.7 million and $3.3 million for the three months ended June 30, 2002 and
2001, respectively. We recorded a provision for income taxes of $8.3 million
and $5.8 million for the six months ended June 30, 2002 and 2001, respectively.
Although our effective income tax rate has remained at 38% for each of the
three and six months ended June 30, 2002 and 2001, our provision for

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income taxes increased due to the continued growth in income before provision for
income taxes.

Liquidity and Capital Resources

Cash flows from operating activities.We have financed our operations to
date through funds generated from operating activities. Membership
subscriptions, which are principally annually renewable agreements, are
generally payable by members at the beginning of the contract term. The
combination of revenue growth and advance payment of membership subscriptions
has historically resulted in net positive cash flows provided by operating
activities. We generated net cash flows from operating activities of $32.1
million and $24.9 million for the six months ended June 30, 2002 and 2001,
respectively. For the six months ended June 30, 2002 and 2001, operating cash
flows were generated within the period principally by net income, the
utilization of tax benefits created by the exercise of common stock options,
and the collection of membership fees receivable, offset by the decrease in
deferred revenues. As of June 30, 2002, we had cash, cash equivalents and
marketable securities of $176.4 million. We expect that our current cash, cash
equivalents and marketable securities balances and anticipated net positive
cash flows from operations will satisfy working capital, financing, and capital
expenditure requirements for the next twelve months.

Cash flows from investing activities.We used net cash flows in investing
activities of $68.7 million and $40.7 million during the six months ended June
30, 2002 and 2001, respectively. During the six months ended June 30, 2002
and 2001, investing cash flows were used within the period to purchase
available-for-sale marketable securities and to purchase leasehold improvements
for additional office space in Washington, D.C., computer equipment and
software.

Cash flows from financing activities.We generated net cash flows from
financing activities of $12.4 million and $12.7 million during the six months
ended June 30, 2002 and 2001, respectively. Net cash provided by financing
activities during the six months ended June 30, 2002 and 2001, was primarily
attributed to the receipt of cash from the exercise of common stock options in
conjunction with the sale of 2,100,000 and 3,035,000 shares of our common stock
in March 2002 and March and April 2001, respectively.

We previously entered into a $10.0 million, unsecured loan agreement with
a commercial bank that provided for a revolving line of credit facility under
which we could have from time to time borrowed, repaid, and re-borrowed funds.
There were no borrowings under the revolving line of credit facility while it
was in effect. The revolving line of credit facility expired in May 2002 and we
elected not to renew the revolving line of credit facility.

At June 30, 2002 and December 31, 2001, we have no off-balance sheet
financing or other arrangements with unconsolidated entities or financial
partnerships (such as entities often referred to as structured finance or
special purpose entities) established for purposes of facilitating off-balance
sheet financing or other debt arrangements or for other contractually narrow or
limited purposes.

Critical Accounting Policies

We have identified the following policies as critical to our business
operations and the understanding of our results of operations. This listing is
not a comprehensive list of all of our accounting policies. In many cases, the
accounting treatment of a particular transaction is specifically dictated by
accounting principles generally accepted in the United States, with no need for managements
judgment in their application. There are also areas in which managements
judgment in selecting any available alternative would not produce a materially
different result. However, certain of our accounting policies are particularly
important to the portrayal of our financial position and results of operations
and may require the application of significant judgment by our management; as a
result they are subject to an inherent degree of uncertainty. In applying those
policies, our management uses its judgment to determine the appropriate
assumptions to be used in the determination of certain estimates. Those
estimates are based on our historical experience, our observance of trends in
the industry, information provided by our members and information available
from other outside sources, as appropriate. For a more detailed discussion on
the application of these and other accounting policies, see Note 4  Summary
of significant account policies to our financial statements and related notes
as reported on our Form 10-K filed with the Securities and Exchange Commission
in February 2002. Our critical accounting policies include:

Deferred Tax Asset Recoverability.For tax purposes, we have deferred
income taxes, net, consisting primarily of net operating loss (NOL) carry
forwards for regular Federal and state income tax purposes generated from the
exercise of common stock options. In estimating future tax consequences,
Statement of Financial Accounting Standards No. 109, Accounting for Income
Taxes(SFAS 109) generally considers all expected future events in the
determination and evaluation of deferred tax assets and liabilities. The Company
believes that its future taxable income will be sufficient for the full realization of the deferred
income taxes, net. However, SFAS No. 109 does not consider the

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effect of future changes in existing tax laws or rates in the determination and evaluation of deferred tax assets and
liabilities until the new tax laws or rates are enacted. We have established
our deferred income tax assets and liabilities using currently enacted tax law
and rates. We will recognize into income an adjustment for the impact of new
tax laws or rates on the existing deferred tax assets and liabilities when new
tax laws or rates are enacted.

Revenue recognition.Membership fees are recognized ratably over the term
of the related membership, which is generally twelve months. Members may
request a refund of their membership fee, which is provided on a pro rata basis
relative to the remaining term of the membership. Membership fees are generally
billable when the member agrees to the terms of the membership, although
certain membership fees are billed on an installment basis. In all cases, the
Companys policy is to record the full amount of membership fees receivable as
an asset and related deferred revenue as a liability when a member agrees to
the terms of the membership.

Reserve for Uncollectible Revenue. We record a reserve for uncollectible
revenue based upon managements analyses and estimates as to the collectability
of its accounts receivable. As part of our analysis, we examine our collections
history, the age of the receivables in question, any specific customer
collection issues that we have identified, general market conditions, customer
concentrations and current economic trends.

Commission expense recognition.Commission expenses related to the
negotiation of new memberships and the renewal of existing memberships are
deferred and amortized over the term of the related memberships.

Property and equipment.Property and equipment consists of furniture,
fixtures and equipment, capitalized software and web site development costs,
and leasehold improvements. Property and equipment are stated at cost, less
accumulated depreciation expense. Furniture, fixtures and equipment are
depreciated using the straight-line method over the estimated useful lives of
the assets, which range from three to seven years. Capitalized software and web
site development costs are depreciated using the straight-line method over the
estimated useful lives of the assets, which range from three to five years.
Leasehold improvements are depreciated using the straight-line method over the
shorter of the estimated useful lives of the assets or the lease term.
Replacements and major improvements are capitalized. Maintenance and repairs
are charged to expense as incurred.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to interest rate risk primarily through our portfolio of
cash, cash equivalents and marketable securities, which is designed for safety
of principal and liquidity. Cash and cash equivalents consist of highly liquid
U.S. Treasury obligations with maturities of less than three months. Marketable
securities consist primarily of U.S. Treasury notes and bonds and insured
Washington, D.C. tax exempt notes and bonds. We perform periodic evaluations of
the relative credit ratings related to the cash, cash equivalents and
marketable securities. This portfolio is subject to inherent interest rate risk
as investments mature and are re-invested at current market interest rates. We
currently do not use derivative financial instruments to adjust our portfolio
risk or income profile.

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|         |  |                                                                                       
|-------- |  | --------------------------------------------------------------------------------------
|PART II. |  | OTHER INFORMATION                                                                     
|         |  |                                                                                       
|ITEM 1.  |  | Legal Proceedings.                                                                    
|         |  |                                                                                       
|         |  | We are not currently a party to any material legal proceedings.                       
|         |  |                                                                                       
|ITEM 2.  |  | Change in Securities.                                                                 
|         |  |                                                                                       
|         |  | Not applicable.                                                                       
|         |  |                                                                                       
|ITEM 3.  |  | Defaults Upon Senior Securities and Use of Proceeds.                                  
|         |  |                                                                                       
|         |  | Not applicable.                                                                       
|         |  |                                                                                       
|ITEM 4.  |  | Submission of Matters to a Vote of Security Holders.                                  
|         |  |                                                                                       
|         |  | The Annual Meeting of Stockholders of The Corporate Executive Board Company was held  
|         |  | on June 6, 2002. The following is a tabulation of the voting on the proposal presented
|         |  | at the Annual Meeting of Stockholders:                                                
|         |  |                                                                                       
|         |  | Proposal No. 1  Election of Directors.                                               

|                      |  |            |  |               
|--------------------- |  | ---------- |  | --------------
|Elected Director      |  | Votes For  |  | Votes Withheld
|                      |  |            |  |               
|                      |  |            |  |               
|James J. McGonigle    |  | 24,701,160 |  | 9,605,688     
|Robert C. Hall        |  | 33,978,301 |  | 328,547       
|Nancy J. Karch        |  | 33,978,293 |  | 328,555       
|David W. Kenny        |  | 33,978,430 |  | 328,418       
|Thomas L. Monahan III |  | 24,700,385 |  | 9,606,463     
|Harold L. Siebert     |  | 34,067,830 |  | 239,018       

|        |  |                                                                                  
|------- |  | ---------------------------------------------------------------------------------
|ITEM 5. |  | Other Information.                                                               
|        |  |                                                                                  
|        |  | Not applicable.                                                                  
|        |  |                                                                                  
|ITEM 6. |  | Exhibits and Reports on Form 8-K.                                                
|        |  |                                                                                  
|        |  | (a) Exhibits: None.                                                              
|        |  |                                                                                  
|        |  | (b) Reports on Form 8-K: On July 10, 2002, we filed a Current Report on Form 8-K,
|        |  | which included a notification of a change in the Companys certifying accountant.

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|                                                                                                                                                                                                
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|SIGNATURES                                                                                                                                                                                      
|                                                                                                                                                                                                
|Pursuant to the requirements of the Securities Exchange Act of 1934, the
        Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|                                                                                                                                                                                                
|The Corporate Executive Board Company                                                                                                                                                           
|                                                                                                                                                                                                
|By: /s/ Clay M. Whitson                                                                                                                                                                         
|                                                                                                                                                                                                
|Clay M. Whitson                                                                                                                                                                                 
|Chief Financial Officer                                                                                                                                                                         
|                                                                                                                                                                                                
|Date: August 14, 2002                                                                                                                                                                           

15